Account means the record of all charges due from a Customer. Agreement means the agreement between Callmetrics and the Customer in respect of the services incorporating these terms and conditions. AIT means the artificial inflation of traffic (the use of automated dialling systems to generate traffic). Charges means the charges payable in respect of the services (as amended from the time to time in accordance with the clause 5.8 below) as set out in the Customer Order Form or as otherwise notified to the Customer before they are incurred. Customer means the party named as such on the Customer Order Form to whom Callmetrics agrees to provide services and by whom charges are payable. Customer Order Forms mean Callmetrics’ Customer order form completed by the Customer. Initial Connection means the time and date when the services are first made available to the Customer. ICSTIS mean the Independent Committee for the Supervision of Standards of Telephones Information Services. OFTEL means the Office of Telecommunications. COMREG means the Commission for Communications Regulations. Operator means the provider of access to the Telecommunications Network. Order means a Customer’s order for services made on a Customer Order Form. Premium Rate Number means the telephone number allocated to a Customer for the purpose of enabling the Customer to provide Premium Rate Services. Premium Rate Services means telephone services providing information advice, entertainment or any other services defined from time to time by ICSTIS/COMREG as being Premium Rate Services. Revenue Means sums payable by Callmetrics to the Customer in respect of Premium Rate Services. Services means connecting to Telecommunication Network, provision of Telephone Numbers and other telecommunication services as set out in one or more Customer Order Forms for the Customer or otherwise notified in writing by Callmetrics to the Customer. Telecommunication Network means the public and private telecommunications systems accessed by the telephone numbers or by which the Services are made available. Telephone Number means the telephone number (including Premium Rates Numbers if applicable), allocated to a Customer.

2. PROVISION OF SERVICES

2.1 Callmetrics agrees to provide Services to the Customers on the terms and conditions of this Agreement once Callmetrics has accepted the Customer’s Order. Callmetrics will have accepted the order upon the Initial connection.

2.2 It is estimated that the Initial Connection will be no more than 48 hours after receipt of the order. Callmetrics will notify the Customer if this is not the case.

2.3 The minimum period for the Services is 12 months from the Initial Connection (the “Minimum Period”). This Agreement will continue after the expiry of the Minimum Period unless and until:

2.3.1 It is terminated by either party giving the order not more than two and at least one month’s written notice to terminate the Agreement expiring on the first or any subsequent anniversary date of the initial Connection. In the case of notice given by the Customer, the notice shall not become operative until the Customer receives, by the way of acknowledgment, a cancellation acceptance form signed by an officer of Callmetrics on Callmetrics headed note paper or

2.3.2 In accordance with 11 below.

2.4 The Services are supplied subject to all limitations of the Telecommunications Network including the risk of imposed prefix of number changes. In particular Callmetrics is unable to guarantee that all overseas systems will be able to access the Customer using the Telephone keypads will use the same alphanumeric combinations as are currently used in the UK/ Ireland.

2.5 Each Order will with terms comprise a separate contract between the parties unless the order specifies that it is an amendment to an existing contract.

2.6 Where an Order at of more than one Telephone Number each Telephone Number shall be deemed the subject separate and severable Agreement.

2.7. Where the Customer’s name or if applicable company registered numbers on the Customer Order Form is incorrect or incomplete, the Customer agrees that Callmetrics may treat as being the Customer the individual or organisation that paid the initial service charge for the service.

3. CALLMETRIC’ OBLIGATIONS

3.1 Callmetrics will use reasonable endeavours to provide the service but Callmetrics shall not be liable for any failure resulting from factors outside Callmetrics control. In particular Callmetrics is not responsible for the operation of the Telecommunication Network.

3.2 Callmetrics reserve the right from time to time to improve or alter the services as it deems appropriate, provided that such charges do not substantially change the nature of the Services.

3.3 Callmetrics will provide an after sales service and help desk contactable by telephone / Email

4. CUSTOMER RESPONSIBILITIES

4.1 The Customer at all times;

4.1.1 comply with any reasonable direction or instruction (including requesting for assistance or information) issued from time to time by Callmetrics in connection with the service or any of them;

4.1.2 pay Callmetrics charges under this Agreement on or before the due date for payment without set off or deductions;

4.1.3 ensure insofar as is possible that the Telephone numbers are not used in any unlawful, improper or damaging manner;

4.1.4 indemnify and hold harmless Callmetrics against all liabilities, claims, damages, losses , costs and howsoever arising from any improper use of the service;

4.1.5 indemnify and hold harmless Callmetrics against all liabilities, claims, damages, losses, cost, and proceedings howsoever arising from a claim by a third party where the third party claims it has the right to prevent the Customer from using the telephone number.

4.2 Where the Customers Order Form includes an order for a Premium Rate Number the Customer shall also:

4.2.1 provide Callmetrics with an accurate description of the Premium Rate Service it intends to provide;

4.2.2 prior to providing the Premium Rate Service ensure that it obtains all necessary licences, authorities and approvals from ICSTIS, OFTEL, COMREG and any other regulatory body relevant to the Premium Rate Service and thereafter maintain such licences, authorities and approval for the duration of this agreement;

4.2.3 upon the request of Callmetrics provide Callmetrics with written evidence of such licences, authorities, and approval;

4.2.4 notify Callmetrics immediately of any intention on the part of the Customer to change the nature of the new Premium Rate Services and obtain Callmetrics agreement in writing to the proposed charge prior to providing the new Premium Rate Service;

4.2.5 ensure the Premium Rate Service;

4.2.5.1 complies with all relevant, legislation, regulations, guidelines and codes of practice;

4.2.5.3 does not refer to Callmetrics or the Operator without their prior approval in writing.

4.2.6 the premium Rate Service may be monitored from time to time by Callmetrics in order to ensure compliance with all applicable legislations, regulations, guidelines and codes of practice.

5. CHARGES AND PAYMENTS

5.1 Connection and initial services charges are payable on completion of the Customer order form.

5.2 Other charges are payable on invoice. Callmetrics may invoice monthly, r or annually.

5.3 Callmetrics may require the Customer to pay by cheque, by standing order credit/debit card or by direct debit. In the event that the Customer is unwilling or unable to pay by Callmetrics chosen automated means or such automated means are not set up or fail for any reason before Callmetrics invoices the Customers an additional administration charge shall be levied for each invoice.

5.4 Certain services (e.g divert to mobile or international) have additional costs which are outside the control of Callmetrics. Where any such charges are increased to Callmetrics it shall forthwith advise the Customer and entitled to increase its own charges for the same Services by the same proportion.

5.5 Invoices are payable within 7 days of their date.

5.6 Overdue payments shall be subject to interest at an annual rate equal to the statutory interest rate chargeable under the late Payment of Commercial Debts (interest) Act 1998 both before and after judgements.

5.7 Charges are exclusive of Value Added Tax.

5.8 Callmetrics shall in respect of each Service be entitled to review and vary from time to time the Charges and introduce new charges. Subject to clause 5.4 the varied or new charges shall take effect 2 weeks after written notice has been sent to the Customer detailing such variations or new charges.

5.9 Change may also be imposed in the following circumstances brought about by a Customer request;

5.9.1 Change of target destination number / service modifications.

5.9.2 Change of Operator for any Telephone Number.

5.9.3 Change of service provider upon termination of this Agreement in respect of any Telephone Number.

5.9.4 Transfer of any Telephone Number another to subscriber.

5.10 The Customer shall not dispute the amount of any operator generated charges unless and then only to the extent that Callmetrics is entitled to dispute such charges with the operator.

5.11 Callmetrics shall be entitled to impose a €50 reconnection fee in the event that the Customer requests, and Callmetrics agrees, to reconnect the Telephone Number following disconnection under clause 9.

6. REVENUE

6.1 The Customer shall be entitled to receive Revenue from Callmetrics based on the minutes of call time generated by the use of a Premium Rate Number as recorded in data supplied to Callmetrics by the Operator which shall be conclusive for the purpose of calculating Revenue.

6.2 The rate at which Revenue shall be paid shall be agreed between the parties and recorded in Schedule 1.

6.3 Callmetrics shall pay Revenue on a monthly basis in arrears by no later than 35days of the end of the month in which Revenue is accrued.

6.4 CALLMETRICS shall be entitled to withhold Revenue due to the customer: –

6.4.1 upon the suspension of the service in accordance with clause;

6.4.2 If Callmetrics suspects the Customer is in breach of any term of the Agreement or any other agreement between the parties;

6.4.3 If Callmetrics suspects the Customer has increased its entitlement to Revenue by fraudulent or improper means, including AIT;

6.4.4 If CALLMETRICS has not received the corresponding payment from the Operator

6.5 Callmetrics shall be entitled to set off any Charges due to CALLMETRICS against Revenue due to the Customer

7. THIRD PARTIES

7.1 The Customer may allow a third party to use a Premium rate Number as part of a managed bureau service provided by the Customer in connection with the provision of Premium Services, in which case the Customer shall procure the third parties compliance with the terms of this Agreement and all relevant legislation, regulations, guidelines and codes of practice.

8. CALLMETRICS’S LIABILITY

8.1 Callmetrics does not exclude or resist any liability to the Customer for death of personal injury attributable to its own negligence or that of its employees or agents

8.2 Callmetrics shall exercise reasonable skill and acre in the provision of the Services

8.3 Except as stated expressly otherwise in the Agreement, in relation to the provision of Services, Callmetrics shall have no obligation, duty or liability in or for contract, tort (including negligence and breach of statutory duty) or otherwise and all other conditions, warranties, terms representations and undertakings, express or implied (whether they are implied by statue, common law, or in any other way) are excluded to the fullest extent permitted by law.

8.4 Where any Service has been continuously unavailable to a Customer for a continuous period of more than days (the “Unavailable Period”) and not as a result of any action or omission of the Customer or ant event beyond the reasonable control of Callmetrics the Customer may apply to Callmetrics for a rebate of any time based Charges in respect of the unavailable Period and Callmetrics shall allow the Customer a proportionate rebate of such time based Charges. Callmetrics shall have no other liability for failure or unavailability of the Telecommunications Network.

8.5 Callmetrics shall not be liable for any indirect or consequential losses, damage of expenses suffered by the Customer including (but not limited to) loss of anticipated sales profits for savings, goodwill, business contracts or losses resulting from third party claims

8.6 Notwithstanding the provision of clause 8.3 and subject to clause 8.1, Callmetrics’ liability to the Customer for breach of contract shall be limited to e10,000. Any other liability shall be limited to the amount of relevant insurance cover carried by Callmetrics.

9. SUSPENSION OF SERVICES

9.1 Callmetrics may suspend all or part of the Services or any of them for so long as reasonably required or disconnect the telephone Number at any time without notice if:-

9.1.1 the Customer is in a material breach of this Agreement or any other agreement between the parties and in particular in breach of clause 4 or 5;

9.1.2 the Customer acts in such a way or permits anything to be done which, in the reasonable opinion of Callmetrics, relates to the Services and may impair or jeopardise the operation of the Services or any part of the Telecommunications Network;

9.1.3 required to do so directly or indirectly by law, the Operator, OFTEL, COMREG or ICSTIS;

9.1.4 required for modification or maintenance or in case of emergency

9.1.5 Callmetrics has reason to believe the Services are being used for unlawful, fraudulent or improper purposes.

9.2 The Customer shall remain liable for all Charges during any period of suspension attributable to the actions or omissions of the Customer

10. DATA PROTECT ACT

10.1 Information that the Customer provides to Callmetrics about private individuals relevant to Callmetrics’ dealings with the Customer will be stored within Callmetrics’ computer system and manually.

10.2 For the purpose of the Data Protection Act 1998 (the Act) Callmetrics needs to specify the purposes for which it will use that information. It will of course only use it for legitimate purposes, including:-

10.2.1 communicating with the individuals concerned as necessary in connection with the Customers dealings with Callmetrics

10.2.2 communicating with the Customer in connection with Callmetrics services generally

10.2.3 providing it to third parties as required by the Customer or the law or as necessary in connection with the Customer’s dealing with Callmetrics (including for inclusion in publicly available directories). Those third parties may be outside the European Economic Area;

10.2 providing it to licensed credit-referencing agencies for credit checks to be undertaken.

10.3 By giving Callmetrics that information the Customer consents to Callmetrics holding and using and disclosing it for those purposes.

10.4 Callmetrics is permitted under the Act to hold and use personal data for the purposes specified above, It will not process such data provided by the Customer otherwise that for those purposes or as otherwise required by the Customer.

10.5 Callmetrics confirms that it will comply with the Seventh Data Protection Principle under the Act (data security) in relation to all personal data supplied by the Customer.

11. TERMINATION OF AGREEMENT

11.1 Callmetrics may terminate the Agreement immediately by notice in writing to the Consumer if:-

11.1.1 the Customer is in breach of any of the terms of this Agreement or any other agreement between the parties and does not remedy the breach within 7 days of the date of written notice from Callmetrics specifying the breach and requiring it to be remedied;

11.1.2 any license, permission, agreement or authorisation granted to the Operator or to Callmetrics necessary for the provision of the Services is suspended, revoked or terminated; or

11.1.3 Callmetrics is unable to recover from the operator Revenue payments due to the Customer

11.2 Either Callmetrics or the Customer may terminate this Agreement immediately by notice in writing if it has reasonable reason to believe that the other has or will have debts to it which will not be paid when due.

11.3 The Customer can at any time by reasonable notice terminate any Agreement upon the transfer of the Telephone Number the subject of that Agreement to another Operator or service provider. In these circumstances the Customer shall be liable to compensate U2t for its likely loss of income under that Agreement (from whatever source) from the date of the termination to the date on which the Customer could have first terminate the agreement under clause 2.3

11.4 Any termination of this Agreement shall be without prejudice to the rights of either party accrued to the date of termination.

12. GENERAL

12.1 Callmetrics shall address all bills and serve any notices on the Customers pursuant to this Agreement in writing by post to the address set out in the Order or the Customer’s registered office or any other address provided by Customer for this purpose

12.2 The Customer shall serve any notice pursuant to this Agreement by post on Callmetrics at its registered office address.

12.3 All documents shall be deemed served 48 hours after posting.

12.4 No failure by Callmetrics to exercise any of its rights under these terms and conditions or concession granted and shall prevent subsequent enforcement of those rights or constitute an agreement to provide the same concession.

12.5 Subject to clause 12.6, the Customer acknowledges that it has not been induced to enter into this agreement by any representations made before or on entering into this Agreement (whether made negligently or innocently or whether oral or written) and that it has only relied upon matters set out in this Agreement in deciding to enter into this Agreement.

12.6 The Customer acknowledges that the only remedy it has against Callmetrics for any misrepresentations or untrue statement shall be a claim for damages for breach of this Agreement. However, if Callmetrics has made any fraudulent representations upon which the Customer has relied, the Customer may pursue Callmetrics and the Customer shall be entitled to all available remedies under European law.

12.7 No variations of this Agreement or waiver hereunder shall be effective unless agreed in writing by Callmetrics.

12.8 If Any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these terms and conditions and the remainder of the provisions in questions shall not be affected as a result.

12.9 The Customer shall not assign or try assign any or all of the rights and responsibilities under the Agreement but Callmetrics may transfer its rights and obligations hereunder to a new service provider in which circumstances the Customer shall enter into a new agreement in the same terms as this with the new service provider.

12.10 Where two or more persons constitute the Customer their liability is joint and several.

12.11 Callmetrics may require a variation to the terms and the conditions of the Agreement if so required by legislation, the Operator, OFTEL, COMERG, ICSTIS or any similar authority.

12.12 Nothing within this Agreement is intended to create third party rights pursuant to the Contracts (Rights of Third Parties) Act 1999.

12.13 Any dispute as to the sum to which Callmetrics is entitled pursuant to claim 11.3 shall be referred to a single expert to be appointed by agreement between the parties or in the application of either party to the President for the being of the Institute of Chartered Accountants. The expert’s fees will be shared by the parties.

12.14 This agreement is governed by Irish Law and Irish Courts shall have exclusive jurisdiction as regards any dispute.

13. GDPR

13.1 The General Data Protection Regulation (GDPR) is a new, European-wide law that replaces the Data Protection Act 1998. It places greater obligations on how organisations handle personal data and comes into place on 25th May2018. Please find attached the Callmetrics basic privacy statement and we advise our customers to review our Privacy Policy which can be found on our website.

13.2 As part of your companies account creation, your company had agreed consent to allow Callmetrics to hold personal information, which we processed as part of our contractual agreement. Data we currently hold outside our portal will include, Contact Name, Business Name, Business Address, Contact number, Direct Debit mandate and email address. Data relating to your business or customers can be managed via our portal access and we strongly advise that you or your administrators keep user details, permissions up to date and remove any information you no longer require.

13.3 As part of the GDPR process, businesses can no longer store data indefinitely therefore we need to update our records. We are asking all customers to confirm back in writing, on headed paper, if they require our call recording product, confirming your business reasons on why this is required, i.e. this may be for Regulatory or legal reasons.

a) Requirement for call recording

a) Length you wish to keep recordings.

13.4 We would like you to know that we take data security seriously and therefore we will be tightening up our communication processes to protect your data.

13.5 When contacting Callmetrics we will request that you have your account details to hand. We also request that you update your authorised user list on the portal. If an employee contacts us, who is not registered, we may not be able to carry out their request.

If you would like any support on this email or understand what data we hold, please contact our helpdesk at helpdesk@callmetrics.com